-------------
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  FORM 10-QSB/A
                                  -------------

(X)   Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act
      of 1934 for the period ended March 31, 2001.

( )   Transition report under Section 13 or 15(d) of the
      Securities Exchange Act of 1934 for the transition period
      from _______ to _______

                        Commission file number 333-86331

                                UNIVERSE2U INC.
                 ----------------------------------------------
                 (Name of Small Business Issuer in Its Charter)




                                         NEVADA                                     88-0433489
                                         ------                                     ----------
                                                                            
                             (State or Other Jurisdiction of                     (I.R.S. Employer
                              Incorporation or Organization)                    Identification No.)

                                30 West Beaver Creek Road,
                           Suite 109, Richmond Hill, ON, Canada                      L4B 3K1
                           ------------------------------------                      -------
                                   (Address of Principal                            (Zip Code)
                                     Executive Offices)


                                 (905) 881-3284
                ------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)
                                  -------------

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES X   NO

State the number of shares outstanding of each of the issuer's common equity as
of March 31, 2001: 36,978,225 shares of Common Stock, $.00001 par value.

  -----------------------------------------------------------------------------
  -----------------------------------------------------------------------------



Item 6. Exhibits and Reports

EXHIBIT TABLE

Exhibit

3(ii)       Amended and Restated By-Laws of Universe2U Inc.


REPORTS

Form 8-K filed March 14, 2001 (disclosure of private placement sale of common
stock).

Form 8-K filed March 15, 2001 (disclosure of private equity line).

Form 8-K filed March 20, 2001 (press release regarding private equity line).



                                       2


                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

UNIVERSE2U INC.

By: /s/ Kim Allen                           Date: May 16, 2001
    --------------------------------

Kim Allen, Chief Executive Officer and Principal Financial
Officer

                                       3